American Fortune Life

Over the years, Apple directors have been in the shadow of Jobs for a long time. To preserve Jobs' privacy and authority, the Apple Board has made several changes to corporate governance norms in the past.

As Jobs' health becomes a major issue, the Apple Board has had to make tough choices about whether to return to the mainstream management model of a large American company.

In the past, the Apple Board of Directors has been criticized for indulging Jobs, but today, the adoption of Andy Smith, a new directorship that does not deal with Jobs, is undoubtedly an attempt. With Schmidt's withdrawal, the Apple Board will become seven members, which is really small for Apple, so whatever adjustments the Apple Board makes will have an important impact on Apple shareholders and corporate culture.

Apple's board of directors came all the way with Jobs' culture of secrecy. Never before had it put forward a major initiative to balance Jobs' power. With this unique arrangement working, under Jobs' leadership, Apple developed a series of innovative products with a huge imagination, nicknamed in the market.

However, during Jobs' sick leave, the Apple Board of Directors had once overwhelmed investors, not only by never disclosing the exact reasons for Jobs' sick leave, but even the directors themselves had been concealed by Jobs, for which reason they had retired and Girome York, who had asked Andy to replace his board seat, had resigned in protest.

In other words, several members of the Apple Board of Directors have a close personal relationship with Jobs, who was able to take firm control of the Apple Board, which rarely challenged his authority. The Apple Board of Directors has not had a chairman for many years.

Small size, strong personal ties between members and Jobs, and a vacancy in the chair make Apple's board simply incapable of fighting Jobs.

“In fact, our investors have long been disturbed by the company's confidentiality habits, which are nothing short of confidentiality, but it doesn't seem necessary for all investors to be concerned about Steve's condition, does it? ”

After Andy Smith took over from the Schmidt Remuneration Committee at the board meeting, Andy looked at Jobs, who looked even more ugly, and said softly.

“I'm in good health, just a little trouble, and now it's all right. Besides, it's my personal privacy, and I don't have to tell everyone. As for the investors, they don't have to know, because they've made a lot of money, the only thing they have to do is trust me and shut up!” Jobs looked up at the corner of his mouth, his thin face, a pair of dark eyes in his deep socket, and Andy looked at him and said with a grin.

“Well, that doesn't sound like what a hundred billion dollar listed company CEO should say, as a listed company, investors have the right to know the truth, and according to the information I've received, a number of shareholders have already begun to join forces to come up with a resolution at next year's annual general meeting asking Apple to respond publicly to your health condition and to draft and publish a written succession plan.

What's even more ridiculous is that even our board members don't know what's really happening to you right now, and I think Apple needs an external chairman to come to Apple to find new ways to demonstrate leadership and oversight. ”

Andy said the opposite of the needlepoint, at first everyone in the conference room was looking at his nose, looking at his nose, quietly watching the two torn apart, but when Andy mentioned the chairman of the board, everyone raised their heads and their eyes flashed, starting to get a little agitated.

“Impossible! Mr. Smith, please pay attention to your terms of reference, it's not up to you!” By now Jobs had reached the threshold of an outbreak of anger, his eyes burning with rage, his face staring dead at Andy, almost with a roaring tone.

“I'm sorry, maybe it's my tone. I'm just making a suggestion. After all, this is the power vested in me by the board of directors. The chairman of the board has been vacant for years, and it seems that Apple's chairman needs to go back to the 1990s?” Andy saw Jobs in a hurry, grinning in his heart and still looking at the faces of the people in the room with a smile on his face, shrugging helplessly to ask.

“As for the chairman's question, I think it's best to keep the status quo... ”

“Yeah, now that Apple is on the verge of fast growth, maintaining stability is of the utmost importance, and external chairman of the board will inevitably cause some trouble... ”

“Nor do I agree with the proposal of the external chairman of the board, but the views of investors have to be treated with caution... ”

“Well, I've also heard that some shareholders are already very overwhelmed, and the more successful Apple is, the more concerned they are with Apple's future development plans, the more passive we will inevitably be once the initiative is put forward at the shareholders' meeting and enjoys the overwhelming support of the general meeting. ”

When he heard people's objections, Jobs' gloomy face became a lot nicer, and Andy didn't feel uncomfortable at all because of those objections, he still smiled slightly, which was also his expectation, and he didn't really want to find a chairman to come back to decentralize himself. Although he had a chairman who could strangle Jobs, he wasn't a major shareholder in Apple. He didn't want Apple to get caught inside, leading to a poker, the stock price dropped, and then he couldn't cry anywhere.

The Chairman's proposal was a little unreliable, and no one here would agree, but it was just a series of pads for Andy, and for the sake of the final dagger, although Apple could not be changed too much, some minor changes that would make Jobs feel uncomfortable still had to be done.

“In fact, there are many ways to reassure investors, shareholders, and shut up. ”

“Oh, Andy, what a good way to tell everybody. ”

“Yeah, tell me. ”

Jobs, who had already relieved herself, once again frowned at Andy Smith, smiling, sharply eyed, somewhat indifferently, and said, "Mr. Smith, what good advice? ”

“In fact, it is nothing. The system of agency participation rights may stipulate that shareholders holding more than 3% of the shares for three consecutive years may directly nominate a board member. However, no matter how many more than 3% of the shareholders nominate directors, only one person can enter the board of directors.

Shareholders, investors, should be satisfied when they have the channels to influence the company's development strategy. Besides, Microsoft, Coca-Cola and more than 50 other companies in the S&P 500 Index Component Company have implemented a "proxy participation rights system”, which does not have much impact on our Apple Board of Directors, and can also get rid of the criticism voiced by the constant external privilege of disease, du cutting! ”

Andy was a little suspicious of shouting at Huai, but when he came up with the idea, including Jobs himself, he frowned and the other directors talked to each other.

All of us here are old foxes, and one of them is the management elite, naturally knowing what the proxy participation system is, and indeed the best interest of the shareholders, investors, the key is Andy's proposed three-year shareholding of more than 3% of the shareholders and no matter how many such shareholder nominations, only one person at most has access to the board of directors, undoubtedly touching the people present.

“I agree that this proposal is feasible and can best appease shareholders and investors from constantly questioning the opacity of our board. ”

“There's no problem setting this threshold, Andy. Surely, you've brought us different ideas and perspectives. ”

“I agree. ”

Jobs was also whispering with Cook on the other side at the time, and it had to be said that Andy's threshold was already high, because at Apple's current share price, holding 3 percent of the stock would require more than $3 billion. Moreover, it is conditional that no matter how many shareholders meet this condition, at most one board member can be created

Moreover, Apple's board of directors consists of eight members, and even if the director nominated by the shareholder enters the board smoothly, in a 1: 7 scenario, the proposal is easily rejected by the rest of the directors, as the remaining seven directors, including Andy Smith, will be wearing a pair of pants with him, Jobs, which is a matter for pG to decide on the head.